EXHIBIT 9.2
DATED AS OF DECEMBER 29, 1998
HOLLYWOOD CASINO CORPORATION
VOTING TRUST AGREEMENT
- by and among -
XXXXX XXXXXX XXXXXXXX AND
XXXXXXX XXXXXXX XXXXX
- and -
XXXXXXX X. XXXXX, XX.
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as of
the 29th day of December, 1998, by and among XXXXX XXXXXX XXXXXXXX and XXXXXXX
XXXXXXX XXXXX ("Shareholders") and XXXXXXX X. XXXXX, XX. ("Proxy").
W I T N E S E T H :
-------------------
WHEREAS, Shareholder Xxxxx Xxxxxx Xxxxxxxx is an adult individual residing at
0000 Xxxxx Xxxx, Xxxx Xxxxx, Xxxxx 00000 and Shareholder Xxxxxxx Xxxxxxx Xxxxx
is an adult individual residing at 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000;
and
WHEREAS, each Shareholder is the owner, either directly, indirectly or
beneficially, of shares of the issued and outstanding Class A Common Stock (the
"Stock") of Hollywood Casino Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (the "Corporation"), and
specified on Exhibit "A" attached hereto and made a part hereof; and
WHEREAS, Proxy is an adult individual residing at 0000 Xxxxxxxxx Xxxxx,
Xxxxxx, Xxxxx 00000; and
WHEREAS, Shareholders, having a special trust and confidence in Proxy, wish to
irrevocably assign all of Shareholders' voting and other rights incident to the
Stock in Proxy under the terms and pursuant to the conditions set forth in this
Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises,
representations, covenants, agreements, understandings and undertakings
hereinafter set forth, Shareholders and Proxy do hereby covenant and agree as
follows:
1. APPOINTMENT OF PROXY. Each Shareholder hereby (a) irrevocably appoints
Proxy as his or her attorney-in-fact and (b) irrevocably grants and assigns to
Proxy any and all voting rights such Shareholder may now have, or may during the
Term of this Agreement acquire, all with respect to the Stock owned by such
Shareholder.
2. PROXY'S DUTIES/LIMITATION OF LIABILITY. In the discharge of his obligations
under this Agreement, Proxy shall have the right to vote the Stock in such form
and manner as Proxy, in the exercise of good faith and his prudent business
judgment, may deem in the best interests of Shareholders. Other than as
specifically set forth in this Paragraph 2, Proxy shall have no further duties
or obligations owing to Shareholders with regard to the Stock. Provided Proxy
acts pursuant to this Agreement in the exercise of good faith and his prudent
business judgment, Proxy shall not be personally liable to any person or entity
for any act or omission to act under this Agreement.
3. COVENANT NOT TO INFLUENCE. Each Shareholder hereby covenants and agrees that
he or she shall not exercise or attempt to exercise, directly or indirectly, any
control or influence over Proxy with regard to any matter concerning the voting
of the Stock.
4. DISPOSITION OF THE STOCK. Except as otherwise provided in this Paragraph 4,
Shareholders, during the Term of this Agreement, shall not transfer, sell,
dispose of, assign, hypothecate or otherwise encumber the Stock without the
prior written approval of Proxy.
5. RELATIONSHIP BETWEEN SHAREHOLDERS AND PROXY. Except as otherwise specifically
set forth in this Agreement, nothing contained or set forth in this Agreement
shall be construed so as to create any fiduciary or other relationship between
Shareholders and Proxy. In the course of exercising his duties under this
Agreement, Proxy shall not be entitled to receive any compensation or other
remuneration from Shareholders, provided, however, that Proxy shall be entitled
2
to retain and pay, on account of and for the benefit of Shareholders, such
professional service providers as Proxy may deem necessary or desirable. In such
event, Proxy shall pay for, and Shareholders shall reimburse Proxy for, the
costs of such professional service providers.
6. SUCCESSOR TRUSTEE. In the event Proxy is unable or unwilling to serve,
Shareholders shall have the right to appoint a Successor Proxy. Any such
Successor Proxy shall assume all rights and responsibilities of Proxy pursuant
to this Agreement but shall not be responsible for any acts or failures to act
which occurred prior to such Successor Proxy assuming all rights and
responsibilities of Proxy under this Agreement.
7. EFFECTIVE DATE/TERM/TERMINATION.
(a) EFFECTIVE DATE AND TERM. This Agreement shall become effective as of the
date and year first above written and shall continue in force until December 31,
2001, unless sooner terminated as provided in Paragraph 7(b) of this Agreement
(the "Term").
(b) TERMINATION. This Agreement shall immediately terminate upon the
occurrence of Shareholders' sale of all of the Stock pursuant to the provisions
of Paragraph 4 of this Agreement.
8. BEST EVIDENCE. This Agreement shall be executed in original and "Xerox" or
photostatic copies and each copy bearing original signatures of Shareholders and
Proxy in ink shall be deemed an original.
3
9. SUCCESSION. Subject to the provisions of Paragraph 6 of this Agreement, this
Agreement shall be binding upon and inure to the benefits of Shareholders' and
Proxy's respective heirs, successors and assigns.
10. AMENDMENT OR MODIFICATION. This Agreement may not be amended or modified
except upon a writing (i) signed by both Shareholders and Proxy and (ii)
approved, if required, by any gaming regulatory authority having jurisdiction.
11. ASSIGNMENT. This Agreement shall not be assigned by either Shareholders
or Proxy without the prior written consent of the non-assigning party. Any
purported assignment in violation of the provisions of this Paragraph 11 shall
be deemed null and void and shall have no force or effect.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, except to the extent that
applicable gaming laws, rules and regulations and applicable resolutions and
requirements of gaming regulatory authorities having jurisdiction shall
necessarily control and govern.
13. NOTICES. Any and all written notices required by this Agreement shall be
either (i) hand delivered, (ii) mailed via certified mail, return receipt
requested, (iii) telecopied (with confirmed answerback) or (iv) delivered via
any commercial courier service, addressed to the following:
TO SHAREHOLDERS: Xxxxx Xxxxxx Xxxxxxxx
----------------
0000 Xxxxx Xxxx
Xxxx Xxxxx, Xxxxx 00000
Xxxxxxx Xxxxxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
4
TO PROXY: Xxxxxxx X. Xxxxx, Xx.
---------
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
WITH COPIES TO: General Counsel
---------------
Hollywood Casino Corporation
Two Xxxxxxxx Xxxxx, Xxxxx 0000
00000 Xxxx Xxxx, XX 48
Xxxxxx, Xxxxx 00000
All notices hand delivered shall be deemed delivered as of the date actually
delivered. All notices mailed via certified mail, return receipt requested,
shall be deemed delivered as of four (4) business days after the date
postmarked. All notices delivered by telecopy shall be effective upon receipt
of the confirmed answerback. All notices delivered via a commercial courier
service shall be deemed delivered as of the next business day after the date
entrusted to such commercial courier service. Any changes in any of the
addresses listed in this Paragraph 13 shall be made by written notice as
provided in this Paragraph 13.
14. INTERPRETATION. The preamble recitals to this Agreement are incorporated
into and made a part of this Agreement. Titles of paragraphs are for
convenience only and are not to be considered a part of this Agreement.
15. PAROL. This Agreement constitutes the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof and this
Agreement supersedes any prior understandings, agreements or undertakings.
5
IN WITNESS WHEREOF, Shareholders and Proxy have executed and delivered this
Agreement as of the date and year first above written.
WITNESS:
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxx Xxxxx
-------------------------------- ---------------------------------------
XXXXXXX XXXXXXX XXXXX, Shareholder
WITNESS:
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx Xxxxxxxx
-------------------------------- ---------------------------------------
XXXXX XXXXXX XXXXXXXX, Shareholder
WITNESS:
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------------- ---------------------------------------
XXXXXXX X. XXXXX, XX., Proxy
6
EXHIBIT "A"
-----------
1. Xxxxx Xxxxxx Xxxxxxxx, 190,544 shares of the common stock of Hollywood Casino
Corporation
2. Xxxxxxx Xxxxxxx Xxxxx, 190,544 shares of the common stock of Hollywood Casino
Corporation
